Contracting in the Age of
Digital Communication
By Pooja Ramsaran
LINKAGE Q1 (2025) - ACCELERATE ACTION
D
igital communication may appear informal, but legal precedents show that the intentions behind an offer and acceptance, no matter how they are expressed, can indeed form a binding contract. Traditional requirements such as offer, acceptance, consideration, and an intention to create legal relations remain central. However, the increasing prevalence of emojis as a shorthand has made the interpretation of what constitutes true intent far more complex.
I. The Rise of Emojis in Contract Formation
An offer in contract law is commonly defined as an expression of willingness to enter a binding agreement on certain terms as soon as it is accepted by the offeree. Acceptance must be a clear, unequivocal agreement to those terms. In the digital sphere, these roles can take surprising turns. For instance, a “thumbs up” emoji might seem casual, but case law highlights how courts are prepared to read it as a legitimate sign of assent.
A striking example appears in the Canadian case of South West Terminal Ltd v Achter Land & Cattle Ltd 2023 SKKB 116. The court determined that the thumbs up emoji could signify agreement to be bound by contractual obligations, despite the sender’s argument that the emoji was merely meant to acknowledge receipt. The court reasoned that society is constantly evolving alongside new communication technology. Rather than balking at informal media, the law must adapt to interpret digital symbols as potential reflections of contractual intent.
In a similar vein, US courts have explored how automatic signatures, like the default “Sent from my iPhone” footer, may fulfil the legal requirements of a signature if the user intended to adopt it as their own. Parish Transp. LLC v. Jordan Carriers Inc., 327 So.3d 45, held that this line might satisfy a trier of fact that the user intended to authenticate the message and thus be bound. The lesson is clear: where there is a manifested intention to contract, even informal communication tools can suffice.
II. Context and Intent
A court assessing whether an emoji or any digital sign-off constitutes valid acceptance will examine both the context in which it is used and the objective intention of the parties. The arrangement’s history, the nature of the transaction, and preceding communications can all be crucial. If the parties have a history of doing business via brief text messages or emails, then a simple emoji response may be interpreted as consistent with past behaviour.
Since the law relies on a “reasonable person” perspective, ensuring clarity is paramount. Emojis, which can vary in appearance across platforms or cultures, may spark disputes over meaning. A sender might believe a “thumbs up” is a casual symbol of acknowledgment, but a recipient might reasonably interpret it as full acceptance of specific terms.
III. Ambiguity and Misinterpretation
What makes emojis particularly risky is their susceptibility to ambiguity. Even mainstream emojis can look different on different devices, ranging from Apple’s and Android’s versions to third-party messenger platforms. Consequently, the risk of misinterpretation is high, potentially leading to costly disagreements or litigation.
To mitigate this risk, parties should supplement emojis with clear, concise language. Instead of concluding a negotiation with a single emoji, they should provide a written summary confirming final terms. While this may feel redundant in an era where brevity is valued, it lowers the chance of confusion that digital shorthand can bring.
IV. Customary Usage and Geographical Location
Social norms influence how emojis are perceived. An emoji might have a well-understood meaning in one jurisdiction or industry yet be unfamiliar or interpreted differently elsewhere. When negotiating cross-border or between parties with different cultural backgrounds, one should avoid casually dropping emojis without explaining their meaning.
Additionally, establishing explicit guidelines for employees who communicate with vendors, partners, or clients can reduce misinterpretation. Organisations may wish to instruct personnel to use emojis sparingly and clarify any statements that could be construed as contractual offers or acceptances.
V. Preventing Hasty Modifications
In digital negotiations, hasty modifications or concessions can occur with just a few keystrokes. To prevent unwanted changes, a contract can specify that only an authorised representative may modify the agreement or waive performance obligations. Clear policies and procedures provide an additional safety net in the frenetic world of emails, texts, and chat applications.
VI. Key Takeaway
Digital communications, whether emojis, automatic signatures, or text messages, can be legally binding if they manifest the parties’ intent to contract. The level of formality or informality does not override core legal principles; rather, courts focus on whether a reasonable person would interpret a message or symbol as a legitimate acceptance of contractual terms.
VII. Conclusion
The digital era has ushered in immense convenience and efficiency in communication. Yet these benefits come with a need for heightened caution and intentionality. As the cases illustrate, even the simplest emoji, a thumbs up, may suffice as an acceptance of contract terms, provided that a reasonable person could interpret it as such. Similarly, a default email signature could, under certain circumstances, function as a legally binding signature.
ABOUT THE AUTHOR
Pooja Ramsaran is the Legal Officer at Phoenix Park Gas Processors Limited. She is also a member of AMCHAM T&T's Legislative Committee.